Linda V. Moore - Jul 12, 2022 Form 4 Insider Report for MARRONE BIO INNOVATIONS INC (MBII)

Role: Chief Legal Officer
Signature: /s/ Linda V. Moore
Stock symbol: MBII
Transactions as of: Jul 12, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/14/2022, 09:31 PM
Previous filing: Mar 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MBII	Common Stock	Award	$0	+316K	+234.73%	$0.00	451K	Jul 12, 2022	Direct	F1, F2
transaction	MBII	Common Stock	Disposed to Issuer		-451K	-100%		0	Jul 12, 2022	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MBII	Restricted Stock Units	Options Exercise	$0	-316K	-100%	$0.00^*	0	Jul 12, 2022	Common Stock	316K		Direct	F2, F4, F5
transaction	MBII	Stock Option (Right to Buy)	Disposed to Issuer		-259K	-100%		0	Jul 12, 2022	Common Stock	259K	$0.63	Direct	F6
transaction	MBII	Stock Option (Right to Buy)	Disposed to Issuer		-100K	-100%		0	Jul 12, 2022	Common Stock	100K	$1.23	Direct	F7
transaction	MBII	Stock Option (Right to Buy)	Disposed to Issuer		-300K	-100%		0	Jul 12, 2022	Common Stock	300K	$1.44	Direct	F8
transaction	MBII	Stock Option (Right to Buy)	Disposed to Issuer		-150K	-100%		0	Jul 12, 2022	Common Stock	150K	$1.65	Direct	F9
transaction	MBII	Stock Option (Right to Buy)	Disposed to Issuer		-100K	-100%		0	Jul 12, 2022	Common Stock	100K	$14.61	Direct	F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Linda V. Moore is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Any unvested restricted stock units became vested and all restricted stock units were delivered to the Reporting Person, pursuant to the grant terms, immediately prior to the change of control transaction (the "Merger") contemplated by the Agreement and Plan of Merger, dated as of March 16, 2022, by and between Bioceres Crop Solutions Corp., BCS Merger Sub, Inc., and Issuer (the "Merger Agreement").
F2	The settlement of restricted stock units is being reported as one award; however, a number of awards of restricted stock units, as reported in prior Forms 4, are being settled. The Reporting Person undertakes to provide to the staff of the Securities and Exchange Commission, upon request, details of the awards previously granted and settled as set forth in this footnote to this Form 4.
F3	Disposed of pursuant to the Merger Agreement in exchange for 35,467 BIOX Ordinary Shares having a market value of $9.44 per share on the effective date of the Merger and 4,207 restricted stock units (each restricted stock unit represents a contingent right to receive one Ordinary Share of BIOX).
F4	Each restricted stock unit represented a contingent right to receive one share of Marrone Bio Innovations, Inc. common stock.
F5	Any unvested restricted stock units vested completely immediately prior to the Merger, and the underlying shares were delivered to the Reporting Person immediately prior to the Merger in accordance with the terms of the grants.
F6	This option, which provided for vesting in equal monthly installments over three years, beginning on March 7, 2022, was assumed by BIOX with respect to 111,555 shares and replaced with an option to purchase 9,817 Ordinary Shares of BIOX for $7.16 per share. The remainder of the option was cancelled in the Merger in exchange for 5,614 Ordinary Shares of BIOX having a market value of $9.44 per share on the effective date of the Merger.
F7	This option, which provided for vesting 1/3 of the total shares subject to the option on the first anniversary of the vesting commencement date of March 1, 2016, and with respect to 1/36 of the total shares subject to the option monthly thereafter for 24 months, was assumed by BIOX in the Merger and replaced with an option to purchase 8,800 Ordinary Shares of BIOX for $13.98 per share.
F8	This option, which provided for vesting in equal monthly installments over 48 months at the rate of 1/48th after the vesting commencement date of July 16, 2019, was assumed by BIOX in the Merger and replaced with an option to purchase 26,400 Ordinary Shares of BIOX for $16.36 per share.
F9	This option, which provided for vesting over a period of four years, with 1/4th of the shares subject to the option vesting twelve months after the vesting commencement date of May 3, 2018, and the remaining shares vesting in equal monthly installments over the remaining 36 months at the rate of 1/48th, was assumed by BIOX in the Merger and replaced with an option to purchase 13,200 Ordinary Shares of BIOX for $18.75 per share.
F10	This option, which provided for vesting over a period of four years, with 1/4th of the shares subject to the option vesting twelve months after the vesting commencement date of March 17, 2014, and the remaining shares vesting in equal monthly installments over the remaining 36 months at the rate of 1/48th, was assumed by BIOX in the Merger and replaced with an option to purchase 8,800 Ordinary Shares of BIOX for $166.02 per share.